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For more information visit our privacy policy.R&W Insurance Policy Buyer and Sapphire shall each pay or cause to be paid 50% of all costs and expenses related to the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions and other fees and expenses of such policy and, in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under the R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closing. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy as may be reasonably requested by Buyer and which is necessary, customary or advisable in connection with Buyer’s efforts to obtain the R&W Insurance Policy. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding of the R&W Insurance Policy. The Parties acknowledge and agree that the R&W Insurance Policy expressly provides (x) that the insurer(s) issuing the R&W Insurance Policy have waived any right of subrogation, claims for contribution or assignment or otherwise, against the Sellers, any of their respective Affiliates, or any past, present or future direct or indirect equityholder, member, manager, director, officer, partner, employee, Affiliate, agent, advisor or representative (or the functional equivalent of any such position) (the “Seller Related Persons”), except in the case of Fraud by any such Seller Related Person and (y) that the Seller Related Persons are express third-party beneficiaries of such waiver. From and after the Closing, Buyer shall not (and shall cause its Affiliates not to) agree to any amendment, modification, variation, termination or waiver of the foregoing provisions of the R&W Insurance Policy without Sapphire’s prior written consent. Buyer agrees to, and to cause its Affiliates and Representatives to, use reasonable best efforts, in coordination with Sapphire, to minimize or eliminate any exclusions from coverage under the R&W Insurance Policy for which there is a corresponding Specified Indemnity Matter under this Agreement (each, an “Exclusion Removal”). Upon each Exclusion Removal, Exhibit K shall be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removal.
Harassment Policy The Employer agrees to provide and promote a harassment free working environment. It is understood and agreed, that the exercising of normal Management rights shall not be considered as job harassment.